[Form 4] Arthur J. Gallagher & Co. Insider Trading Activity

Rhea-AI Filing Summary

Arthur J. Gallagher & Co. insider Douglas K. Howell, the company's VP & Chief Financial Officer, reported multiple sales of AJG common stock on September 19 and September 22, 2025. The Form 4 shows discrete sales of 2,600, 3,400, 5,900 and 2,100 shares at weighted average prices near $299 per share, leaving 100,776.7558 shares owned directly. The filing also discloses 3,165 shares indirectly held by his spouse, 418.691 shares in a Gallagher 401(k) account, 4,257.047 phantom stock units, and 177,994.9726 notional stock units. The report states the sales were to cover tax withholding on a distribution of 35,739 deferred shares previously distributed.

Positive

• Transparent disclosure of weighted average sale prices and offer to provide per-transaction details upon request
• Sales were explicitly identified as tax-withholding related for a distribution of 35,739 deferred shares
• Significant retained exposure through 177,994.9726 notional stock units and 4,257.047 phantom stock units

Negative

• Reduction in direct ownership to 100,776.7558 shares following multiple sales on 9/19/2025 and 9/22/2025
• Multiple share sales (totaling 13,000 shares sold across two dates) could be perceived as liquidity event despite being tax-related

Insights

Financial Analyst

TL;DR Insider sold a modest number of shares around $299 to cover tax withholding; sizable remaining direct and deferred holdings persist.

The transactions are routine in nature and executed to satisfy tax obligations from a prior distribution of 35,739 deferred shares. Aggregate disclosed sales on 9/19/2025 and 9/22/2025 reduced direct holdings to 100,776.7558 shares, but the reporting person retains substantial economic exposure via notional units (177,994.9726) and phantom stock (4,257.047). From a market-impact perspective these sales appear administrative rather than signal-driven.

Corporate Governance Expert

TL;DR Form 4 provides clear disclosure of tax-related sales and maintains transparency on indirect and deferred holdings.

The filing includes explanatory footnotes and disclaimers about voting/investment power for spouse-held shares and the nature of deferred awards. Disclosure of average weighted sale prices and offer to provide per-transaction details reflects adherence to Section 16 reporting norms. There is no indication of insider trading beyond required tax-cover sales.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HOWELL DOUGLAS K

(Last) (First) (Middle)

2850 GOLF ROAD

(Street)

ROLLING MEADOWS IL 60008-4002

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Arthur J. Gallagher & Co. [ AJG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/19/2025		S		2,600	D	$298.686(1)	112,176.7558	D
Common Stock	09/19/2025		S		3,400	D	$299.708(2)	108,776.7558	D
Common Stock	09/22/2025		S		5,900	D	$299.438(3)	102,876.7558	D
Common Stock	09/22/2025		S		2,100	D	$299.838(4)	100,776.7558	D
Common Stock								3,165	I	By Spouse(5)
Common Stock								418.691	I	Gallagher 401(k) plan account
Common Stock (restricted)								450	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock	(6)							(7)	(7)	Common Stock	4,257.047		4,257.047	D
Notional Stock Units	$0(8)							(9)	(9)	Common Stock	177,994.9726		177,994.9726	D

Explanation of Responses:

1. The price reported is an average weighted price. The shares were sold in multiple transactions on 9/19/2025 at prices ranging from $298.040 to $298.990. The reporting person will provide to the Securities and Exchange Commission staff, the issuer, or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the footnotes to this Form 4.

2. The price reported is an average weighted price. The shares were sold in multiple transactions on 9/19/2025 at prices ranging from $299.100 to $299.950. The reporting person will provide to the Securities and Exchange Commission staff, the issuer, or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the footnotes to this Form 4.

3. The price reported is an average weighted price. The shares were sold in multiple transactions on 9/22/2025 at prices ranging from $298.780 to $299.770. The reporting person will provide to the Securities and Exchange Commission staff, the issuer, or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the footnotes to this Form 4.

4. The price reported is an average weighted price. The shares were sold in multiple transactions on 9/22/2025 at prices ranging from $299.790 to $299.940. The reporting person will provide to the Securities and Exchange Commission staff, the issuer, or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the footnotes to this Form 4.

5. The reporting person has no voting or invesment power over these shares and disclaims beneficial ownership.

6. Each share of phantom stock represents a right to receive one share of Gallagher common stock.

7. These shares represent awards under the Age 62 Plan, a nonqualified deferred compensation plan of the Company, which have been deemed invested in Company common stock at the election of the reporting person. Participants vest in these awards when they attain age 62, or after a one-year period for participants who have attained age 61.

8. Each notional stock unit represents a right to receive one share of Gallagher common stock.

9. Portions of these notional stock units are payable to the reporting person in shares of common stock in July of 2026, 2028 and 2029 and following the reporting person's separation from service.

Remarks:

This report discloses a sale of shares to cover tax obligations relating to the distribution of 35,739 deferred shares under the company's Supplemental Savings and Thrift Plan (reported on August 4, 2025). In lieu of withholding for taxes, the reporting person was required to receive the full distribution of shares and subsequently sell a portion of such shares to cover his tax obligation.

	/s/ Monica Norzagaray, by power of attorney	09/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did AJG insider Douglas K. Howell sell and why?

He sold shares of AJG common stock on 9/19/2025 and 9/22/2025 to cover tax withholding related to a distribution of 35,739 deferred shares from the company's plan.

How many AJG shares does Howell directly own after these transactions?

The Form 4 reports 100,776.7558 shares owned directly following the reported transactions.

Are there additional AJG holdings beyond direct shares reported?

Yes. The filing discloses 3,165 shares indirectly by spouse, 418.691 shares in a Gallagher 401(k) account, 4,257.047 phantom stock units, and 177,994.9726 notional stock units.

What prices were the AJG shares sold at?

Sales were at weighted average prices near $298.69 to $299.84 per share, with per-transaction price ranges provided in the footnotes.

Was the sale related to a trading plan (Rule 10b5-1)?

The Form 4 does not indicate that these transactions were made pursuant to a Rule 10b5-1 plan; it states they were to cover tax withholding on a distribution.